Clinton Larry Stinchcomb Form 4 CuriosityStream / Clinton Larry Stinchcomb ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stinchcomb Clinton Larry

(Last) (First) (Middle)

8484 GEORGIA AVE

SUITE 700

(Street)

SILVER SPRING MD 20910

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CuriosityStream Inc. [ CURI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$11.5	11/02/2020		A		355,500		11/22/2020	11/02/2025	Common Stock	355,500	$0(1)	355,500	D
Stock Option (right to buy)	$8.77	11/02/2020		A		2,038,570		(2)	11/02/2030	Common Stock	2,038,570	$0	2,038,570	D

Explanation of Responses:

1. On October 14, 2020, the company formerly known as CuriosityStream Inc. ("Legacy CuriosityStream") merged with CS Merger Sub, Inc., a wholly owned subsidiary of the issuer, Software Acquisition Group Inc. ("Issuer"). Software Acquisition Group subsequently changed its name to CuriosityStream Inc. In connection with the merger, 711,000 of the warrants to purchase shares of Legacy CuriosityStream's Class A common stock at a price of $11.50 per share, subject to certain adjustments, held by Software Acquisition Holdings LLC, a Delaware limited liability company (the "Sponsor"), were forfeited. On November 2, 2020, in connection with such forfeiture, the Board of Directors (the "Board") of the Issuer and the Compensation Committee of the Board granted certain fully vested stock options to directors, executive officers and other employees under the Issuer's 2020 Omnibus Incentive Plan, pursuant to the terms of the merger agreement, including 355,500 stock options granted to Mr. Stinchcomb.

2. The option becomes exercisable in four approximately equal annual installments. The first installment will become exercisable on 11/2/21, and the next three installments became exercisable on 11/2/22, 11/2/23, and 11/2/24, respectively.

	/s/ Ana Cerna as attorney-in-fact for Clint Stinchcomb	11/04/2020
	** Signature of Reporting Person	Date
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